Bucky's Padawan
by blackenrose
Summary: Carly Frost was sure that Tony Stark didn't even know her name, but that was the least of her worries, however surviving Bucky Barns was.
1. Chapter 1- Run

Title- Bucky's Padawan

author- Blackenrose/Darkenrose

Summary- Carly Frost was sure that Tony Stark didn't even know her name, but that was the least of her worries, however surviving Bucky Barns was not.

warnings- mild swearing, mentions of torture later on.

-/-/-/-/

Clint Barton smirks at the groaning S.A.T (S.H.I.E.D Agent in Training)that laid face down on the sofa in the avengers communal room. It could only be one person as only one of the S. had the guts to go to the Avengers section of the tower.

He remember those days and he did have a twist of sympathy for the young woman. She had been in medical almost as many time as Clint had the past five months, but She was the only one with a teacher that was classed in the Avenger bracket, even if he wasn't a full member.

Carly Frost was a young woman barely in her mid twenties, born and raised in the U.K. And had somehow managed to make Fury's blood boil just by being alive. Clint had to admire her just for that, but she was paired with James "Bucky " Barns aka the Winter Soldier (who pissed Fury off just as much as the young woman) and was still alive after six months, so Clint gave her a lot more respect then he does the other S.A.T.

"What's Barns make you do this time?"

"Run." Came the muffled reply, before she knelt up and carefully sat on her knees wincing in pain. "Run he say. Run faster then him, he say. Then when you can't run anymore, do maths " she groans her English accent becoming stronger "super solider arse. " she hisses eyes narrowing like she expects the Winter Solider to be hiding in the walls ready to jump out at her.

"Don't make me start slapping you off the track. " the girl visibly flinches when Barns appeared from the kitchen, bowl in one hand and a coffee in the other. Steve trailing behind a frown on his face as he looks between the two before putting his own cup down and taking a seat in one of the few chairs beside the sofa.

"Thats not a track, it's central park" she hissed and Barns gave her a look to say he didn't care, she ducked her head but didn't stop watching him. Pray watching a predator, waiting for the moment to strike and make run for it.

"don't get smart with me, kid." Barns pointed at her with one metal digit as he sat in the other chair. The pair appeared to be eyeballing each other, before Carly ducked her head again and looks away for him. Ever since there were paired together nearly, six months ago, there was a undercurrent fight for dominance between the pair as they tried to find were they stand with each other.

To Clint, Carly Frost reminded him of a lion or wolf cub, dangerous and fearless but still weary of the bigger, stronger ones around her, playing a dangerous game of cat and mouse with them.

Steve look between the pair again as Bucky slid the bowl of cornflakes over to the girl. The slight hostility forgotten memory as she shot him a smile of thanks and tucks in. Shifting every now and then to get comfy. Steve decided silently that he would go on the next run with the pair. He missed his friend as work and training tore them apart and everyone wondered just what the pair did to have the young woman wincing so much, yet never complained about Bucky ever hurting her in training.

-/-/-/-/-/-/

Steve talks Sam into running with himself, Bucky and Carly in hopes that while Steve distracts Bucky, Sam can talk to Carly, in hopes that others will stop looking at Bucky like he was crushing a little bird in his hands whenever the pair return and the younger agent was winching painfully.

He met the three in Central Park as they stretch out their muscles, Carly and Sam chatting or rather Sam playfully flirting and avoiding Bucky's glare. His friend nodded a greeting, still slightly reserve around Sam and a little of Steve. The four lined up getting ready, Steve and Bucky would run the circlet of the smaller area of the park until they were exhausted and Sam and Carly would run the same only doing it once, or twice for Carly if Bucky was in a bad mood.

"You ready for this, Baby doll?" Bucky smirked at Carly as she bounced up and down.

"Today's the day, Old man. You're going down." She sent him a playful grin as she retired her hair.

Sam and Steve both raised an eyebrow each, within the tower both Bucky and Carly were respectful if not a little reserved with each other and others. Never really engaging with the others unless propped todo so. Although Steve did catch an teasing glint in Bucky's ice blue eyes once or twice when he though no one was looking.

"I'm gonna get you for that"the dark haired man groan muttering "old man" with distaste under his breath before they set off.

Steve and Bucky had already disappeared from view by the time the non super humans had reached half way and Sam was muttering darkly about super soldiers, while trying to gleam information about the ex-hydra assassin out of the young woman but she was almost as stubborn as Barns, when he heard it.

"On your left." In a familiar voice

"Wha!" He squawked turning his head to Steve but at the same time heard a swack and Carly scream in pain and/or surprise he wasn't sure. Both him and Steve stopped and turned to find her glaring quite fiercely at a smirking Barns while he moved around her.

"on your right"

"Not fair boss, your racing Rodgers." She growled a hand on her rear. It was now clear to Sam that James Bucky Barns had been slapped her arse every time he lapped her.

"Still racing you, baby girl." He turned to jog away from them backwards smirking outrageously at her glare.

"Do you have to use your left hand?" She whined glancing at the sliver of silver between his running gear.

"Makes you move faster." He turned back and carried on his jog. Carly growled after him. Cursing under her breathe, before taking off slightly faster this time leaving Sam and Steve behind.

Twenty minutes later Sam had caught back up with her and saw the look of determination on her red face.

"On your left" Sam huffed at Steve but watched the young woman as Bucky closed in on her, however as he became level and drew back his covered metal arm, she span on one foot and knocking them both to the ground. Sam and Steve stop to watch the pair roll on the grassy earth until they stop with Carly straddling Bucky's hips right arm pulled back to punch him but she pauses. Looking down at him with the same look of confusion that he had looking up at her. She gasp with glee letting her arm drop.

"Ha! I wi-uff " Bucky grasps her around the waist suddenly and reverse their positions so he was on top between her thighs. "Now that's not fair. I pinned you" she signs, squirming slightly beneath him before looking up at Bucky as he pins her wrist beside her head. He scoff. "I did, I have witnesses" the pair scowl at each other "it may have be point 3 of a second but it did happen" she pouts with a matter of fact tone. Bucky eventually smirks at her and nods, sitting up on his knees and notices Sam's raise eyebrows and the slight blush on Steve's cheeks. He ignores them as Carly get to her elbows and looks up at him a smile on her face, squinting against the morning sun.

"Told ya' today was the day old man" Bucky scoffs again and rolls his eyes, using his human hand to push her back down playfully as she chuckles.

"Is everything alright here?" All four of then turn to see two police officers looking concern at Carly. She smiles brightly at them and nods then everyone watched her realise in just what positions she was in, with the Winter Soldier fit snuggly between her leg, leaning over her slightly with a hand still on her shoulder. She pushes him away and jumps up and appeasing the officers that she was fine and that Bucky was her running partner. Steve had glared at Bucky who shrugged at him. Once the officers leave Carly span around to face Bucky stretching her hand over her head.

"I beat you, you know what that means." She smiled glee filling her tones, Bucky signs and did a good jobs of looking put out if not for the amuse glint in his eyes.

"Chocolate flavoured?" He looks at her under dark lashes. A look Steve had seen directed to many women.

"Please" she nodded clapping her hands as he nods in agreement. She giggles with joy skipping over to him and throwing her arms around his chest in a hug. "Thank you" she sings. Bucky chuckles and wraps his own human arm around her shoulders. Sam and Steve watch on and come to the same conclusion, Carly and Bucky's relationship was a lot deeper then what they let most people see.


	2. Chapter 2- Friendship Part 1

Disclaimer- Avengers people

a/n- wow. Thank you.

-/-/-

Once Jane Froster and Darcy Lewis join the Avenger Tower, Darcy and Carly quickly became friends. Both being of similar age and being more on the normal side of humanity made them best friends in the tower.

When Darcy first looked around the tower she had seen Carly and Barns in one of the training rooms. She watched opened mouthed as the smaller girl twirled and twisted around the taller mans grasp, both getting faster and faster until the pair were almost a blur and Carly ended up on her knees, breathing heavily as she looked up at the man, who Darcy knew to be the Winter soldier. The woman appeared to be answering questions the man fired at her, his chest also heaving, the only sign he was as exhausted as her. Darcy watched the dark haired man slowly start to smirk down at the young woman before offering a hand up. She had narrowed her eyes at him wearily before for letting him pull her to her feet. He ruffled her hair and sent her on her way. Darcy laughs at the face the young woman had made, she knew she had to introduce herself.

After that, on the odd occasion that Carly got the night off and Darcy finished for the night the pair would meet up at the tower and either stay in and watch movies in their pj with ice cream or go out to one of the local bars, either way Carly would stay over. Unlike the Avengers or most of the upper level staff at the tower, Carly and the other S. stayed in the apartment block around the corner.

There was normally drinking and dancing and drunk singing and remembering what it's like being generally human with no worries for a few hours. Usually, when everything went to plan, the pair would be back no later then 1.30am as Carly would have training in the morning and the Sarge' would not be gentle with her.

This night did not go to plan.

The pair had been out having a good time only to have Darcy call Steve to bail them out of jail. (Carly didn't know why it was Steve Rodgers her friend had called instead of Jane) To say the super soldier was not happy about getting a phone call from the NYPD at one in the morning was an understatement. He had of course informed his best friend that his trainee was currently in jail and in need of bailing out.

Tony Stark would later claim he felt a "disturbance in the force" in reference to Barn's legendary temperament.

Once back in the tower Carly and Darcy sat on the low down grey sofa facing both super soldier, who stood towering over the pair, jaws clench in anger, arms crossed showing bulging biceps and strong chests.

Darcy didn't think it was worth getting a talking to, they had been wrongly charged with GBH and were the victims. They had no right to be angry at them. She had, in fact already started planning the next time the pair could get out of the tower.

Carly stared at the dark carpet at her feet, the Sarge' was going to kill her she was sure, or if he was not feeling that generous he would make her wish he had killed her. She saw hours and hours of training with no let up in her future. The intensity of his glare burned against her face.

The dark hair soldier was stood in Steve's shadow looking every bit the deadly assassin. How could she be so reckless? He had tort her better then that. The young woman shrank into the sofa as far as she could. She knew she was in trouble, he thought, although her bouncy friend had no concept of danger clearly as she met the men's gaze with a slight shrug.

"What?" Darcy shrugs again. From the corner of her view she could see Carly trying to disappear into the sofa and did have to admit the glare sergeant robo-arm was throwing her BFF sent shivers down her spine in a bad way.

"What? That's all you have to say? You've just been bailed out of jail for beating up four guys, one of which has a broken hand, you lied to police and all you have to say is, What? " Steve ranted breathing hard through his nose, his re-crossing arms as he fisted his hands. Did they not understand what danger they could have been in?

The ex-hydra soldier barely looked at the darker haired young woman that was clearly gearing up for an argument, instead he watched his charge and the slightest shift she made as if to either stop or help her friend if she decide to launch herself at Steve in anger. He shifts himself to counteract her. As much as he knew Steve could probably handle them both, Carly was his problem, and he would deal with her.

" I'm sorry, since when did you become my father? Are you even going to listen to our side of the story or have you already assumed our guilt." Darcy shouts, making to get up to be on leveller ground. This was Captain America he was suppose to listen to them, not assume guilt.

Then as fast as the scary sergeant could snap his head to glare at her, Carly pulls her back down with a firm hand on her elbow and a glare- that was well on the way to matching the Sergeant's- up at Steve. Steve new he might have been out of line with how he spoke to them so took a step back and a deep breath, feeling the muscle in his jaw relax a little. He could hear an older version of his friend chuckling about him over reacting and that he would never get to know the younger woman before him if he kept jumping to conclusions and not listening to her.

"I'm sorry" he bow his head at them and hears Darcy scoff before settling back against Carly. Carly still glares at him until Steve see Bucky shift in the corner of his eye and she returns her eyes to the floor by her feet."Continue,"

"We went out, had fun, this guy wouldn't take no for an answer. Even when we said it in, like, three other languages." Darcy pauses her high speed rant, turning to Carly and linking their arms together "how did you know how to swear in Russian?" Carly shifts, shooting a look at Bucky then Steve then back to the ground.

"Doesn't matter." She mutters looking at Darcy out the corner of her eye "how did you know?"

"Swearing is swearing " the darker haired young woman shrugs missing the disapproving look Steve shot his friend, he'd always did have a foul mouth, so just what was he teaching her?

"So anyway," Darcy turns back to the super soldier " we left to come back and this guy and his friends followed thinking he was going to get lucky. Please. " She scoffs " so Carl's told him if he didn't leave us alone she'd break his hand and ... Well she did. His friends then decided we needed to be tort a lesson and Carl's totally kicked their arses." Darcy looks at Carly with pride " you are my hero," Darcy throws her arms around Carly earning a surprise huff " and if you were a man I'd rock your world." With a nod at her friend she turns back to the men in the room then slowly continue " then the cops came and arrested us." There was a moment of silence as it became clear Darcy had finished her tale.

"Is this the truth?" Bucky's deep gravelly voice was directed at Carly but made Darcy jump. She'd never heard him speak much. Carly jerks her head up and down.

"Yes, Sir." Bucky nods once, clearly taking her answer as the truth and turns to Steve. Bucky's jaw is tight, conflicting emotions running through his body. He was scared that Carly would have gotten hurt or worst but proud she could handle not only herself but looked out for her friend as well.

"And the lying?" Steve asks Darcy huffs again

"We didn't lie! They took our names from someone at the bar," as Darcy finishes as Carly snorts with laughter like she couldn't stop it bursting from her chest.

"Thorzilla?" She looks up from the floor with humour in her eyes to Darcy who squawks loudly at her

"I panicked ok. Beside its epic and original unlike Barns. They must have be at least four others with that name." Darcy would have continued defending the name her panicked mind picked but caught sight of her friends pale screwed up face as she snaps it back to the ground. It dawns on Darcy then why it sounded familiar earlier on. Barns was the man standing across from them with a half blank, amused and shock face and if Darcy saw right a sense of pride and lusts flicking through his eyes before becoming a blank mask again. Interesting.

"No elevators" he growls out eventually, Carly's head snaps up at him, big warm dark blue met cool light blue.

"But-"she starts but he gives her a look that made her snap her jaw shut and jerk her head away, before nodding begrudgingly "fin- yes, Sir."

Steve and Darcy look between them confused. What just happened?

This was how the other of the Avengers found them. Tony and Bruce having just finished in the lab and Clint and Natasha coming back from there own night out with Jane and Thor.

"Well, well what's this I hear?" Tony slides into the room face gleaming with mischief "our lovely young ladies having to be bailed out of jail. Should I get get ready for a spanking? My knee and hands are always ready" he wiggles his fingers at the girls "or should I get out a bottle to celebrate?"

Most of them miss the look Carly shoots Barns that said she wouldn't be surprised if he did bend her over his knee and was clearly hoping he didn't take to the idea.

"Tony" the disapproval in Bruce's tone was clear as he was one of the few that picked up the look the young woman shoots her commanding officer. Tony shrugged but beam at the women on the sofa like they were suddenly very interesting.


	3. Chapter 3- Friendship Part 2

A/n- Thank you.

Disclaimer- Everything but Carly Frost.

Warnings-swearing.

-/-/-/-/

This was not Carly's first mission, they had be a few "easy" ones that all S. do to introduce then to the spy world but of course these easy missions turned once Carly and Barns were around. On their second mission the pair had nearly killed each other, when the mission went wrong and was a bust, pent-up anger and frustration at the world, at each other and themselves became a bad mixture, they had reached breaking point and what should have been a simple mission landed them both in medical for a few days and the other agents now knew not to cross either Barns or Carly when they were in a bad mood. That fact that Carly had actually managed to cause damage to Barns at all, shows how well she took to his training, and that terrified the other S. .

Rogers and Stark had wanted them split for their own safety but the pair protested. Apparently the only good thing out of that mission was that the pair suddenly became close and the original hostility was gone. The air was cleared and the pair could rely on the other to have their back.

Carly watches the others in the S.H.I.E.D plane get ready for the new mission as she looks over the information for the Hydra base they were heading to. She paused, putting the file down as Barns untangle what look like a harness. Curiously, she made her way over to him. He glances up at her but otherwise doesn't acknowledge her. He watches her under dark lasses as she looks at the others and works out what that are all doing. He may have neglected to tell her how they plan on landing near the base.

" I've never jumped out of a plane before." She says, quietly to him as she turns her gaze back from Natasha and Barton as they stick their tongues out at each other.

Her eyes were slightly wider then normal, a hint towards how worried she was. He didn't expect her to just dive out with no knowledge of what to do did he? She though.

"I know. Your jumping with me." He grumbles to her, watching her relax and nod her head, clearly deep in thought when suddenly, she tense and looks at him worriedly.

"Your not going to do a Rogers and jump without a 'chute are you?!" Barns is positive she even stopped breathing with the look he gave her.

"He did what?" He growls at her, eyes narrowing dangerously.

" you-you didn't know?" Carly stammers, and looks like she wants to sink right into the floor.

"Rogers!" Barns yells for the blond haired man, who came with a soft smile on his face but a worried crease between his eyes.

"Yeah, Buck? Everything ok?" Rogers switches his gaze from his friend to the girl and her sheepish face.

"Did you jump out of a plane without a parachute?" Barns hisses at the other man, and Carly is sure she hears the other two occupants coo and turn their attention to the three with knowing grins.

"They slow me down" Rogers shrugs, but he clearly knows he is about to get his ear bent. As fast as a snake, Barns hand snaps out at slaps Rogers up the side of his head.

"Idiot." Barns hisses "did you not think how dangerous that is?"

"But B-"

"But nothing, punk. Go and get a 'chute. We are having a talk about this kind of crazy shit when we get back. Understood?" Rogers nods and retreats looking like a kicked puppy but the earlier worry line has disappeared with Barns slip of words. Barns turns back to his task muttering darkly for a few minutes, before gesturing for Carly to "come here and stand still." With his metal hand.

His harsh face smooths out at her worried expression, the poor kid was jumping out of an plane for the first time and was probably scared enough, without worrying what he was going to snap at next.

"I'll be gentle"Barns say, with a slightly playful glint in his pale blue eyes, as he tighten Carly's straps tightly around her waist, jerking her towards him making her gasp in surprise.

"I'm sure I can handle what ever you thrust at me, boss" Carly says more focus on the fact she was going to be jumping out of a plane then what was coming out of her mouth.

Barns smirks as she begins the realises she just said, and watches as she has a brief moment of panic before she makes her face go blank. Of course, the pinking of her cheeks and ears take longer to fade. Barns, doesn't even try to hold back his low chuckle at her.

About ten minutes later, the pair stand by the doorway of the plane as Rogers sulks somewhere behind them. Barton and Natasha had already jumped, and if she looks down Carly would see them opening their 'chutes. The wind howls loudly around Carly's head and Barns has to talk directly into her ear for her to hear him.

 _Just don't freak out_. She thinks to herself.

"hold on tight, baby girl, it's going to be a bumpy ride." Barns tells her loudly, crossing her arms over her chest, so she doesn't have limbs flying all over the place.

"bet you say that to all the girls"Carly mutters distractedly, eyeing the open air and trying desperately not to look down at the ground a couple of thousand feet below.

 _Just don't freak out. Just don't freak out._ She repeats in her head. _Don't throw up either_.

"only the ones I want to be inside of" Barn's lips are warm against Carly's ear, she could only just over the sound of the wind. Carly pause and was thanking full she wasn't facing him as she was sure her face must be a bright shade of red and her eyes wide. _Did he really just say that? Why did he say that? What?._.

Before she could focus fully on it, she was falling.

Out of the plane.

Towards the ground.

Rather fast, in her opinion.

Carly slams her eyes shut against the blue colours as her stomach flips. She feels her adrenalin swirl from her stomach to her chest. At least she hopes it adrenalin.

She manages to reopen her eyes once Barns pulls the shoot and looks around.

"Breathe," she hears him remind. She can't stop the burst of laughter as they crumple down together. She feels giddy and like she has had too much caffeine.

Natasha and Barton already on the ground, start towards them to help tuck the parachute away.

"how ya' feeling, Frost?" Barton asks as he looks her over. Carly shakes her head covering her face with her hands. Her shoulders shake with uncontrollably laughter. Barns detaches them and stands, moving away.

"Eh, she's a giggler." Barton preens shooting Natasha a large excited grin " They're the best" Barton almost bounces with his own chuckles as he pulls the younger girl up and starts on loosening the straps around her

"we don't want to know about what you like in the bedroom"Natasha dryly rolling her eyes at the man child.

Barns has already stripped his gear and is taking care of the parachute as Rogers touches down.

"Happy now Buck?" He grumbles before retouching the tender spot on the back of his head. Barns shoots him another glare, the type parents give their children, before he turns back to Carly to make sure she is physically ok.

He watches her take a few deep breaths calmly before another bout of laughter bubbles out. He rolls his eye, kids going to be the death of him, he is sure. Either her or Rogers.

-/-/-/-/-/-/

"you need a distraction" Carly says loudly to Rogers while they are pinned down by Hydra fire. The offices they need to be in, are just around the corner and Barton, Natasha and Barns are downstairs. Like always when it's supposed to be a simply mission it isn't.

She turn to him with something intense in her face, she frowns looking at Rogers carefully before leaning towards him.

" what I'm about to do is very, very stupid. Do not tell the Sarge'," before Steve could argue she jumped to the other side of the partition and into view of the hydra agents.

" look at me I'm a target" she shouted before disappearing in the opposite direction as Steve took off to the control room with a passing glance back at her. He hopes she would be OK and that his best friend wouldn't kill him for letting her go into the danger he trained her for.

-/-/-/-/-/-/

Carly paused on the way back to the quinn jet after it landed in the small cleaning by the compound. Something wasn't right, she could feel it.

The others were milling around the area like nothing was wrong but she could feel it in her guts. Carly tilted her head, listening for anything that shouldn't be there.

 _There_!

A slightest of sounds as someone raises their arm behind her.

Carly simultaneously ducked and pulled her gun from its holder on her hip and turns raising it towards whoever was behind her only to feel cold metal in case her wrist and twist it to point the weapon away from them. She stumbles forward and clutches at the arm holding hers and looks in to the face of a furious Sargent James Barns, he was bordering on Winter Soldier type anger. Carly could almost taste the rage coming off of him.

The dark cloud that was Barns pulls Carly forward slightly, lowering his own face so he is the only thing she can see.

"what was that?" He growls, and the girl squirms under the intensity of his glare. She is slightly cross eyed when she makes eye contact.

"Reaction to something scary trying to creep up on me?" Barns glare intensify. "Boss, Sir." Carly thinks she really needs to work on thinking before speaking sometimes. She knows any sane person receiving that glare would run and never stop, but she was trapped within his metal hand and she didn't think breaking her own to get away would be worth it.

The metal hand flexes tightly around her wrist as Barns plucks her weapon out of her hand with his human hand, clicks the safety back on and shoves it roughly back into her holder. Never once did he let up the intense glare on her face.

"Look at me, I'm a target?" He quotes her and Carly swallows loudly and licks hers lips nervously. How did he find out this fast? He couldn't possibly have known.

"Ho...how did you know?" He answer is to shake her once, to convey to her that she is waiting time with stupid questions. "We needed a distraction." She finishes quickly.

"you couldn't let one of the other, qualified agents do it?" He growls lo, leaning towards her, his ice blue eyes flitting away from hers for the first time to take in the few bumps and scrapes she has over her body before catching her eyes again.

"It was just me and Rog-" Carly cut herself off and Barns shoots her a sharp look, before looking behind her towards the quinn jet. He huffs and grumbles to himself then half drags Carly towards the jet and all but throws her into a seat.

"Sit." He snarls at her and Carly sits on the seat, making herself as small as she can, while watching him pace in front of her as the others, slowly load them selves and the gear they found into the jet.

Rogers arrives and tiredly moves to pass between Carly and Barns with a nod to them both, before for he could take a seat, Barns flicks out his human hand and smacks him on the back of the head-again.

"ah, Buck! What? Come on, I'm not a little kid anymore." Rogers groans clutches the back of this head and looks at Barns with a frown.

"you know what." Barns shoots the super soldiers a glare before muttering while taking a seat beside Carly "both of you are giving me grey hairs."

Carly relaxes her tense shoulders and give Rogers a quick half smile before the jet takes off.


	4. Chapter 4- Stark Party

A/n this is really just a filler while I work of the other chapters. Enjoy. X

-/-/-/-/_\\\\\\\

Darcy had dragged Carly from the training room (with Steve's help to distract Barns) to her apartment to spend girl time getting ready. Previously Darcy was horrified to learn Carly didn't have the make up and dresses for one of Tony Starks party's and demanded to take the younger girl shopping to right this.

Darcy had dressed Carly in a white and blue dress that matched the shade of her eyes and heals, that Carly was adamant could kill someone.

The pair had already emptied a bottle of red wine before making it to the top floor of the Avenger tower and Starks "party room". Music and laughter was already pouring out fromit.

Barns had been by the bar for, what seems like hours, and was on his second beer. Drinking it slowly to help "blend in and relax" as Steve instructed. From his vantage point he could see Natasha flirting with Banner, Barton teasing Thor with Jane about the first time he saw him, Sam alternating between flirting with every female that walks past him and teasing Steve, Stark was lost within the crowd. Tonight's party was to celebrate the previous missions victory, in recovering information that leads to another party two weeks from now. Stark had insisted on getting all the good party feelings out of the way, to focus on the mission ahead ….with a party.

Across the room was the from the bar was the "B-team" as Stark had affectionately named them. Although Barns preferred Barton's name for them. The group of five males run by one John Hardwick Jr. A typical alpha male who thought everyone and everything was below him, he and his group seem to delight in humiliating and beating anyone and especially the S. that crossed their paths. The B-team hunted as a pack, once one member found a target the others moved in, normally violently. You can images the damages done to one untrained target, let alone the trained ones that they like to challenge. This was one of the main reasons Barns didn't like leaving Carly alone for long in the training rooms. The B-teams hunting ground. He was sure she could handle herself but the group made the hairs on the back of his neck stand straight up and gave him an uneasy feeling.

Thinking of Carly, Barns eyes search for her among the guest. Wrapped in blue and white silk, she had a glass of something bright green in one hand and the other wraps around Darcy's shoulder to stop her picking a fight with a fresh faced intern, who could barely stand straight.

Darcy was wearing a metallic red dress (which Barns was positive was only a top, it was so sort) that had caught Steve's attention as well as most others.

Barns took another gulp of beer. This was going to be a long night.

Hours later the majority of guest had left and the main group hovered by the coffee table were Carly and Darcy sitting crossed legged on the floor, shoes beside them, playing a drinking version of rock, paper, scissors. Where the loser of the best of three had to do a shot.

Carly was winning by two shots until Steve pulls a very out of it Darcy away and Stark somehow talks Barns into taking her place against Carly. After a few rounds that ended in a draw, Sam declared sudden death. The first to lose would take a shot of Thor's Asgardian liquor. The only thing that could get to the super soldiers.

Unfortunately for Carly, after a few more rounds she lost. She glares drunkenly at Barns as he smirks right back at her, finally enjoying the relaxed atmosphere. She raises the glass and half hopes she is drunk enough not to feel the burn from the Gods alcohol. As she did this, Barns leans forward and catches her eyes, the pair forget everyone else in the room as they lock eyes.

"swallow it all, little girl." His voice was like velvet, and he sent her a look so intense,her sober mind would claim could make nuns fall to their knees before him.

She gave him a glare before she shot the glass back and tried not to winch as the powerful alcohol slid down her throat and burst into her chest. Clearly not as drunk as she hoped.

Thor laughs loudest of all, although he does worry about the affect his alcohol has on the gentle humans.

"Now we must see who is worthy!" He boomed moving swiftly towards his hammer, which is sitting innocently against the bar. The others groan loudly but follow, Barns helps Carly to stand and places his metal hand on her waist as she wobbles.

"Just how many shots did you take?" He asks

"Enough" she mumbles then try's to take a step and stumbles back against him. "I appear to have problems steering." She is clearly trying very hard not to slur her words much. Barns chuckles, wraps both his arms around her and softly kisses the top of her head.

"Let's get you to bed." He was aware she was spending the night with Darcy but Steve had already made his escape with her and Barns didn't know where her room was. So he scoops up Carly as her legs go again with a small chuckle at her confused face. "Looks like it's all gone to your legs, baby girl." She smiled softly up at him as he carried her towards the lift.

She rests her head against his shoulder, her shoes held loosely on her stomach. After a few moments she looks up at him

"You're pretty, ya' know" she mumbles, Barns glances down at her with a cocky eyebrow but before he can say anything she rolls her eyes shaking her head slightly. "Not just here." She raises a hand and gently taps his cheek twice. "But here." She moves her hand to tap against his chest just over his heart. "You try to hide it, but I see." She gives him a drunken smile, curls her toes and closes her eyes.

Bucky looks softly down at the gir- no woman in his arms, apart from Steve she was the closest thing he had to a friend and just like Steve she saw passed all his well placed walls.

The soft ding of the elevator brought him out of his thoughts, and he marches down the dim hallway towards his room.


	5. Chapter 5- The Other After Party

A/n- I finished this one a lot quicker the I thought, but who needs sleep.

 **warning-** this one is violent, mentions torture and has swearing.

-/-/-/-/-/-/

Two weeks later...

Bucky was pacing like a wild animal that had been caged. Steve had dragged him back to the tower once it was clear who ever had grabbed Carly wasn't sticking around. His girl was captured by an unknown enemy on a scouting mission. An easy nothing could go wrong scouting mission.

They must have known who they were before they had arrived.

An inside mole.

Bucky snarled. Sending a unfortunate vase smashing to the floor.

When he had taken the girl on he knew it was a stupid decision. She was life and light and warm and full of fire. A baby bird and they put her in the mercy of a violent wild dog. They had given her to him so he could break her. Squash that light that was inside her and break her down into darkness. He vaguely remembers breaking girls much younger then Carly. Breaking them into nothing and watching them rebuilt into obedience killing machines. Was S.H.i.e.l.d that much different from Hydra?

It had taken Steve several attempts to catch Bucky's attention, Bucky in turn scowled at his friend but followed him out of the darken room to where the others had gathered in the lab. On the screen was an grainy image of Carly and Bucky from earlier tonight. Barton and Natasha had already entered the building posing like Carly and Bucky like a happily couple of trust fund babies. Bucky watched as the four of them split up and talked to other guest, looking for information. Stark and Steve were too recognisable to go.

Then Carly was gone.

The image swapped to a dark coloured van that disappeared into Brooklyn. Tony opened his mouth but was cut off by a phone ringing. It took Bucky a moment to realise that it was coming from his pocket. The burn phone they had for the mission. He hit the answer button and the loud speaker. Only three people had the number of the phone and the only one that was not present. He eyed the others in the room as Tony turned on a tracking program

"Carl's?"

"afraid not Mr. Everett or should I say Mr. Barns?" The mans voice scream smugness and instantly made Bucky want to punch him. " you really think you could just disappear on us…and get married of all things, ,my dear asset" he laughed and was joined with at least two others in the background, Bucky was confused if they knew of him, why did they think he was married. "Don't worry, Carolann will be well taken care of." Carolann was Carly's cover name.

"That's Mrs. Barns to you, you wannabe nazi bastard." The new voice was definitely Carly's but it sound rough like she had used it to much and was spitting words out of clench teeth but She was alive!

Bucky's relief was short lived as the sound of flesh hitting flesh echoed around the room.

"your dear lady wife is quite the spitfire." The mans voice was back, as Tony taps on his keyboard muttering expletive under his breath. "We had to pin her to the floor," the chuckle afterwards was dark "a set of lungs too….but I'm sure you knew that. Bet I can make her scream louder, and in more pain." There was a sound like a baseball bat being swung through the air and a sickening thump as it hit muscle and bone, a split second later Carly screamed.

Bucky felt white hot rage at who ever was hurting his girl. The others shifted raising weapons and flickering their eyes to the screen above Tony's head. It was narrowing down to a street. Clint, Bruce and Natasha left to get more weapons, medical supplies and start the cars.

Hysterical morbid laughter came from the phone in Bucky's palm. It was not the man but Carly. Pain was evident in every hitch of breath being dragged out of her lungs. Damaged ribs?

'adrenalin ' Bucky thinks remembering the parachute jump weeks ago.

"what's so funny?" The man asked clearly confuse, "why is she laughing?" He had turn from the mouth piece of the phone.

" Just you wait till my 'usband gets 'ere." Carly accent was slipping into her native tongue, Bucky knew this meant she was in serious pain and was near exhausted but she still plays her roll.

"Got it!" Tony jumps up, his voice thankfully lost in Carly's laughter.

"Sort her out" the man thankfully hadn't heard Tony and was just confused by Carly.

Click.

The phone went dead.

Bucky was already gearing up in the car before they pulled away from the Avengers tower. He was going to get his girl and kill any one who got in his way.

An errant thought entered his head. "When had Carly become his girl?"

-/-/-/-/-/-/-/-/

Carly was in a wave of pain, she wants to throw up, she wants to sleep, she wants to scream and cry, she wants the pain to stop.

She just wants, to be numb.

Her right leg and both hands burned with a now dulling pain. The darkness around her vision was welcoming.

How long had she been here?

Years?

Months?

Minutes?

"Hey, baby girl. Open those big beautiful eye for me." Carly wonders if she was underwater or dreaming.

She couldn't be dead, could she?

No, she still hurt.

Are they going to drown her as well?

Are they drowning her now?

They say drowning is a good way to go. One big lung full of liquid and that's it. Lights out.

Blinking her heavy eyes open, slowly, she sees a dark mass above her and pressure against her bad leg and tender side.

"Sarge?" Only one person ever calls her "baby girl" and the sound of his voice was a familiar sound, even dazed with pain, it was one she could pick out anywhere. She saw him flash a half smile and though he looked quite handsome. He was talking again, she could see his mouth moving as he looks away from her.

She is so tried. She just wants to drift back into the welcoming darkness.

"-rl, Carly." She reopens her eyes, the Sarge was leaning over her, talking to her again. He's never been this talkative. Carly is sure his metal hand was holding her arm down " –'uce -out-na- hands. -Focus – me" he taps her chin as she felt herself drifting again. "- at me."

White hot pain from her left hand made her tried to jerk away, but the hold on her was to strong. Something was holding her legs. She couldn't move. Was this even him or them?

She didn't stop the cry from her lips or the tears that once again fell from her eyes.

She slowly became aware of Barns murmuring softly to her, trying to calm her down. As caring hands wrap her hand in cloth before releasing it and moving to her other hand which was still pinned. Carly jerks in anticipation and whimpers and squirms to get away but she was far to gone to care. She hides her head into Barns shoulder and neck.

Again white hot pain but this time darkness wraps around her like a blanket. Pain, blood, aftershave and something that was the Sarge was the last things she remembered.

-/-/-/-/-/-/

As the cars pulled up to the old dance hall The Soldier sprung out of the car, gun already raised. He was going for blood.

"Buck!" He could hear Steve hiss but he was blanked. He give a swift kick the old doors as they broke off their hinges and the two supposes look outs stare in shock at the door and the intimating shadow filling it.

The pair were scruffy looking middle aged men who clearly had no idea what they were doing. Easily lead fools.

Bucky shot one in the head, the other in the shoulder.

"Where's the girl?" He growls as Steve and Natasha split by the doors. Barton and Stark taking the perimeter.

The soldier felt his colleagues glare at his back but he didn't care. He had a mission to complete.

The man on the floor whimpers.

Bucky growls again and put a foot on his wound. Pushing down slowly but firmly, earning a small scream on pain from the man.

"Down-do-down the hall. Sec-second d-door." He chokes, the soldier glares a half second more before putting a bullet in his skull.

Red paints the floor.

The wooden floor creaked under the Soldiers weight as he reaches the second door, Rogers beside him and Natasha covering the rear. This door had a bolt on the inside but Rogers broke it easily.

Inside, instead of the trained Hydra agents they expecting, were two men. Again in their mid 40s but better dressed, one had clearly been at the function tonight and held himself like a boxer ready for a final fight, desperation around the corners of his eyes. The other had slick back hair and a cocky demeanour about him and was clearly the man who had been on the phone. Nether look like the Hydra type.

" _Wannabe Nazi bastards_ " she had said. These are Sympathisers. The Soldier hisses with hate.

Behind them the three could see Carly laid on the floor, the emerald dress she had worn, pools around her, it was dirty and ripped in places. She had spent an hour earlier complaining that the dress cost far too much and was far to beautiful for her to wear.

She laid facing away from them, her hands stretch out beside her, palms raised to the ceiling, her right leg bent awkwardly towards them.

"how di-...wait-….erm -….Which one of you is Barns?" The slick back haired one chuckle nervously, shifting backwards behind his larger friend. The Soldier lifted his metal arm and made a show of making a fist.

"Me" he snarls. Delighting in the waves of fear coming off of the men before him.

The rest of the confrontation became a blur of anger and red.

Barns came back to reality with Steve shouting in his ear, his arms restrain by the other super soldier. He pushes Steve off him and paces until he caught sight of emerald green and pale skin, the moved towards her. Steve tried to stop him but the soldier snarls at him, ready to pull another weapon from his uniform. He has a mission.

Steve backs off quickly. Wanting to avoid any more blood being spilt. His friend was clearly more Soldier then Bucky right now.

"Banners on the way." He says.

Banner had stay out of the fighting but was on hand for the medical needs Carly was sure to need. The older scientists had developed a soft spot for the young woman, despite many attempts not to. She had managed to worm her way into his heart (much like Stark had) when she stumbled upon his hiding spot in Burma. Covered in dust and blood, some her own,looking half dead while half dragging the wounded Soldier behind her.

Natasha was knelt beside Carly's head stroking her hair. It was one of the rare times the Soldier ever saw the Widow be tender.

"She's breathing" was the only statement she made before moving away, "I'll get Banner." With a final glance at the girl she left.

The Soldier looks at Carly carefully.

Her leg was clearly broken and the delicate hands that he put weapons in had long rusty old nails sticking out of them.

They had physically nailed her to the wooden ground.

Bucky felt his hands tighten and wanted badly to feel the flesh of the men who did this under his grip again. One of the few time he agrees with the Soldier.

They had crucified her.

Barns knelt beside her, careful of her leg and gently moving her hair from her face.

"Frost? Carly?" He spoke softly to her, his heart beating in his throat. "hey, baby girl. Open those big beautiful eye for me." Carly whimpers turning her head slowly towards Bucky's voice and blinks her eyes open slowly trying to focus on Bucky's face.

"Sarge?"if Bucky hadn't been watching her he would have missed it. He smile, she wasn't as out of it as he feared. He heard Banner come in and hiss under his breath as he assessed the damaged done.

"We're going to have to pull the nails out." Banner sorts through his bag.

"What?!" Bucky hears himself his, as he glares up at the Doctor. Banner pauses to turn to him and look in dead in the eye. One of the few men who have never flinched in fear or hatred at The Soldier.

"Her leg is broken, that can be fixed easily, but her hands? The nails look rusty, bacteria Is definitely the main problem right now, she could lose her hands if we don't get them out now and stop the spread." He pauses, glancing at Carly with a look of regret. " we are going to have to pull them out with out giving her anything to stop the pain." Bucky sent him another glare " I'm surprised she's still semi conscious, I dare not give her anything until I get a full exam in the van…if I give her to much, She might not wake up." Bucky breathes hard though his nose, but nods looking down at Carly's pale face as Banner orders Steve to hold her legs, careful of her right one. He stretches across her chest, using his weight to pin her down.

"Hey, Baby girl? Carly?" She reopens her eyes again, " Banner is going to pull out the nails in your hands." He could see she was starting to drift from him. "Hey, focus on me" he held her chin "look at me." She blinks trying to focus on him but he can see her struggling.

"Ok, ready. On three." Banner took a breath to prepare himself. "One…two…three"

Carly flinches, face screws in pain and a cry escape her as she tries to jerk away from them but Bucky and Steve held strong.

Barns lays his forehead against hers, feeling the cold clammy skin against his brow and he murmurs softly to her in soothing tones, he remembers using when Steve was smaller, trying to calm her down.

Banner wraps her hand then releases it and moves to her other hand which was still pinned. Bucky moves the free hand around his shoulders so she could lean against him.

Carly jerks in anticipation and whimpers as Banner set about pulling out the second nail. She hid her head into Bucky's shoulder and neck.

Bucky knew this one would be worst, as she knew what was coming. He tightens his grip on her as she sobs in pain, shaking, murmuring "no, no please no" Bucky presses his lips hard to her hair and tries to block out Banner's count down and Carly's screams as he pulls out the nail.

Banner works quickly wrapping her remaining hand and her leg so Bucky could pick her up and set her in the Van outside.


	6. Chapter 6- Recovery

A/n- thank you

-/-

It takes three days for her to wake up and another three before she is aloud out of medical. Both hands have a nasty infection in them that needs to be gone before she could be placed in the "magic muscle machine" of Cho to fix her leg and repair the muscle in her hands. Barton and Stark had affectionately renamed it.

Natasha, Banner and Barton stood watching the young woman sleep behind the glass walls of the med floors. Banes had left moments ago to beat up more punch bags in the gym, with Steve hovering around him like he was waiting for Barnes to explode.

"Have they worked it out yet?" Natasha asks, this was a long standing conversation between the group. Barton scoffs loudly as Banner shifts his weight from one foot to the other.

"clueless." Barton mutters shaking his head.

"I think, Barnes, has started to realise" Banner didn't like to gossip but things had been awkward between him and Natasha since he came back, so he was thankful the Barton was with them.

Natasha rolls her eyes and cocks a hip.

"it takes this to get him to realise how much he adores her?" She nods to the woman in medical induced sleep. Banner shifts again remember a previous conversation he had with her.

"sometimes it takes almost losing someone to put thing in perspective" he mutters quietly.

Barton side eyes both of them from his place between them, before huffing and rolling his own eyes.

"Idiots. All of you." He scuttles off to the kitchen before he bangs their heads together.

-/-/-/-/-/

Barnes never visits while Carly was awake, but she recognises the smell of his aftershave and once or twice caught his retreating form by the window. Then after a frustrating day, where she couldn't get her hands to lift or grasp anything she found a teddy bear placed near her bed. She recognised the bear as part of the Avengers line and smiled for the first time in days.

You don't need to use your hands to hug a teddy bear.

She straighten his little mask and held him to her chest.

Steve had been arguing with Bucky for a few days before Darcy manage to pull him from the tower and away from his friend.

Barnes was enjoying the quiet as he gazed out of the large glass windows when he caught a reflection of someone behind him.

"you shouldn't be up on that leg." The young woman shrugs, tightening her grip on the dressed up teddybear in her arms.

"I'm on t'at much pain meds, you could probably s'oot me and I won't feel it." She limps towards him, he turns and met her with a roll of his eyes. The woman was as stubborn as Steve.

"don't joke" he frowns at her remembering how pale she was and her screams of pain, then the frightening silence. The pairs of blue eyes connect and she nods after a moment. She always did get a better read on him then himself sometimes. They watch the city below them, quietly, for a long moment and she hugs the bear to her chest, hiding half of her face against the fake fur on the top of its head.

"Thank you, for the bear" she said quietly staring out at the streets below. He shrugs it off, it was no big deal. She needed comfort. A hit of mischief appears in his cool blue eyes and a half playful smile tugs at his mouth, he curls a lose bit of hair back behind his ear.

"Does the really Bucky get a hug or is it just the bear?" He looks at her from the corner of his eye noticing the slight blush on her face and the smile he swore could light up the whole building.

"Did you know before or after you brought him?"

"Him?" He turn towards her, teasing her easily as her cheeks darken "after." He confirms. Looking a bit bashful, of all the things he could have picked out it had to be something named after himself. Bucky Bear indeed. Who agreed to that?

Carly held out an arm not clutching said bear, still careful putting weight on her right leg as Bucky steps closer and wraps his arms around her smaller frame and resting his head on top of hers.

He held her tightly with his eyes clench as he heard the ghost of her pain fill screams from last time he had held her. He hid his face in her hair again, for a long moment they just held each other.

"Don't ever do that to me again." He huffs at her,

"I'll do my best" was all she could promise, but she uses what strength she had in her hands to clutch the shirt on his back. They stood like that for a while until a woman's voice screams Carly's name and tackles her to the ground. Barnes growls threateningly until he spies Steve scrambling up behind the woman.

"Dar's wait!" Steve calls after her but was too late.

"Car's your o.k. I was so worried. I didn't think you were aloud out of the med-floors, why do you look like your in pain" Darcy pauses for the first time

"Leg"Carly hisses, pushing at Darcy with useless, bandage, hands.

"Leg?"

"Your knelt of her broken leg" a deep voice snarls in Darcy's ear and with a mixture of Darcy jumping and Bucky's quick movements, she was shoved to the side, gasping in horror at her friend.

"Carl's I'm soooo sorry. I didn't mean to" Carly had already turn and Banes had caught her , sliding her back to a nearby sofa, sending Darcy a glare that could kill a lesser being.

"She didn't mean to, Buck" Steve says in defence of her, Barnes turns his back on them, focusing on the woman before him, tilting her face to his with gentle mental fingers against her chin.

"Thought you said I could shoot you and you won't feel it?" He made small soothing circles with his thumb on her uninjured leg. She shoos him a strained smile.

"It wore off."

He grunts at her clearly not pleased, before standing back up and placing the fallen bear beside her.

"I'll get you some more" he shoots her a soft quirk of his lips and disappears out the door,

"I'll….go help him" Steve backs out to follow his friend. Darcy turns to her friend with raised eyebrows.

"What?" Carly squints at her, rubbing her leg in hopes the pain would stop, but it was only making her hands hurt.

"Don't what me, girlfriend. I saw you and Barnes hugging it out." Darcy manage to have a righteous look on her face. Carly scoffs, looking away.

"What like you and Rogers? " it was Darcy turn to scoff,

"We're working up to more" Darcy shrugs giving her a cheeky wink and Carly hums before the pair shoot each other a look as they start to laugh. Darcy cuddles into Carly's side, gently, and places an arm around her shoulders. Noticing the bear she give Carly a questionable look.

"Bucky bear." Carly shrugs but her cheeks are tinted pink.


	7. Chapter 7- Nurse Barnes

A/n just to let you know, I'm going to be busy with work the rest of the week and then I'm away until mid May so won't be able to update. Enjoy and thanks for reading.

-/-/-/-/

Steve Rogers follows Bucky to the medical room Carly had been in for the passed few days. He watches his friend hunt down pain kill and straighten the room as he went. Something he remembers doing before the war.

Bucky glances up at the blond man to see him watching his movements with large puppy dog eyes and a nostalgic look on his face.

"You like her, don't you?" Bucky pauses in his tidying to give the man he calls friend a confused look. "Carly"

"We work well together" Bucky says quietly, somehow knowing the look Steve gives him, and knowing that wasn't the answer he wanted to hear.

"Buck" Steve groans, "come on, your sweet on the dame."

"lay off, Rogers" Bucky rolls his eyes, taking an extra bottle of meds and sliding them into his jean pocket. He pushes past Steve with what he hopes is a stern glare.

"I admit, Carly is a dish." Steve calls after him. Bucky turns to face him, with a scowl he points at him human hand at him.

"You shut ya trap. You don't know what your saying"

"So your saying she's not-"

"I didn't say that, Punk. I know she's beautiful. I know the whole Big Apple lights up when she smiles, I know she's one of the kindest, most caring people I've ever met. I don't need telling." Bucky pauses and add slower, sadder " what's a dame like that want with a fella like me?"

Steve notices Bucky slips back into his Brooklyn accent, showing it was more his friends temperament then the Soldiers.

"I'm a broken mess, Stevie."he says sadly, looking down at himself. Bucky hadn't call Steve since before that faithful train ride. Steve shook his head slowly.

"Buck…"Steve was lost for words "I know you-"

"No. I'm not your Bucky…and I'm not the Soldier... I'm something in between and I don't know who that is yet…I'm sorry, Steve, but the man you isn't me. He's just a ghost." With that Barns turns and left for the room they left the girls in. Steve stared after him, sadly. For a moment he thought he had the man he grew up with back, but clearly not.

Steve hung his head and wills himself to relax and not let the tears free from his eyes. He takes a deep breath and follows the dark haired man, hoping he hadn't spiralled the other man back into a dark mood.

-/-/-/-/

The infection was as stubborn as Carly was, but eventually it cleared enough for Carly to be fixed up by the "magic machine". Although she still had some problems gripping some things and feeling but hoped it would improving every day.

The Sarge' was slowly coming out of his nursing phase. Roger's had claimed he hadn't changed in over 90 years, he still tried to look after everyone.

Every time Carly had winced he had appeared with more painkillers and a stern glare. She wasn't aloud out on missions, -ever, if Barnes got his way- for another six months, training had started slowly with Carly telling her Sarge' she was going to start with him there or not. This had lead to glaring and a general frightening tense atmosphere when ever the pair were in a room together and the subject was brought up.

-/-/-/-/

Carly watches as the Avengers gear up and board the jet to take down another Hydra base, surely they were running out of places to hide now.

She felt pretty useless, her hands ached with the cold weather and if she was honest with herself, she was pretty depressed.

She held three guns as Barnes, who was stood before her mimicking her stances, checks them and places them on his body.

"You look miserable." He notes,

"I feel useless"" she mutters as he pauses to glance up at her. " I'm stuck here. Who's gonna watch your back?" Barns smirks at her taking another weapon from her hands.

"They work as a team." Neither of them mention that he didn't say if he was part of said team. "Beside you're my mascot, a reason to come back. Don't worry to much, Doll face, I'll be back." He adds lightly.

"Mascot? " she echoes a teasing tone entering her voices as he took the last gun. " you mean like the Bear?" He smirks back at her, looking under dark eyelashes. She had grown rather attached to the small toy but it was now never allowed out of her temporary bedroom after the" hammer incident" were Stark had stolen it.

"Different type of mascot." He grins leaning towards her, swinging the last gun over his shoulder.

Later Carly would claim the amount of painkillers he had shoved down her throat previously, were making her hallucinate as his lips had brushes against hers for less then the time it takes to blink, and he disappears towards the jet, leaving her blinking rather stupidly after him.

 _Did….what….he….what_?

Carly felt her face heat up as she backs away, pressing her lips together. Her shoulder length hair flys around her face as the jet takes off and disappears off to the east.


	8. Chapter 8- Hydra's Soldier

A/N some slight rewording but the next chapter should be up soon.

-/-/-/-/-/

When the Avengers arrive back they had only a small hard drive with a message in what looks like a made up language and a few images of the Avengers team and a few S.H.I.E.L.D agents.

Barnes was clearly in a bad mood but he always was after a Hydra raid.

He paces behind Rogers and Carly in one of the R&D labs after all injuries had been assessed and healed and FRIDAY is working on breaking into the files and looking at decoding the message. Stark is busy showing the group what they had found so far, mainly correspondents, he thinks, but is still working it out when Carly snorts and says over her shoulder to the stalking Soldier.

"You've really pissed them off, Sarge' " before she could finish the sentence, he is stood at her shoulder, a dark mass towering over her smaller frame but she barley looks like she acknowledges his movements.

"You can read this?" He growls, the earlier playful attitude a shadowy memory. She nods, as she saw that the others had turn to her, surprised.

"It's mainly, the Hydra run countries. Russian, German, Austrian, and …Gaelic? I think, I'm a little rusty. "

"Miss Frost is correct, sir" FRIDAY says

"What does it say?" The Soldiers breath was hot on Carly's neck. Personal space was something the pair had yet to acknowledge.

Her eyes skim the text, pausing on words she struggles with. It had been a long time since she had last read the jumbled up languages.

"They are mad at you, the Avengers, SHIELD…. There is going to be a shipment of weapons delivered and payment will be needed. They want the Sarge back….something about another asset, SHIELD training, if the new asset will need to…" she pauses and gulps, eyes shifting to the hot dark mass at her shoulder then at Rogers with a pleaded look. Whatever she read would cause a reaction from the man beside her. Rogers looks curiously at them but ready to step in if Barnes became violent.

"What?!" The Soldier snarls. He has no time for patience. The woman is lucky he classes her as friend instead of foe.

"Be rehabilitate day Use-using the chair." The Hydra made soldier snarls again, sounding like an angry tiger and turn away from her, the violence of his moves making Carly flinch. Rogers moves between the two as the Soldier smashes one of the glass panel Walls by the doorway, before stomping away from them down the hall.

"I should really double the amount I pay my cleaners" Stark mutters looking at the mess, trying not to show how the Soldier could frighten him so easily.

"They're planning some smaller raids or activities, the purchase of something called Nightmare Gas and its results. They don't want SHIELD suspecting anything while they bring the newer asset in line and/or rehabilitate the previous one." Carly continues and finishes quickly, looking pale. The Winter Soldier was a valuable weapon and Hydra wasn't going to let him go without a fight.

"you know of the chair?" Natasha asked curiously from her corner, wondering how much Barnes has told her. She had read reports about the uses of it and the trauma it causes in the brain. Barnes had been most tight lipped about the process, which she could under stand.

"Everyone, who has dealt with Hydra knows of it" Natasha wasn't the only one to pick up on the slightest hint of tension and fear in the girl's eyes. Just how much of Hydra did this young woman know?

"does it say who it's between?" Barton asks watching the woman and the doorway for an angry Winter Soldier, in case he comes back.

"Some sleeper agents here at SHIELD and the leaders of Hydra's in the European branch"

"Europe Branch?" Banner echoes, wondering if they even damaged the surface any of Hydra's force. However they motto was "cut off one head and more will raise" or something like that. He silently wonders again why he came back to this and the stress and frustration.

Stark had snapped to his computer screen setting up a programme to filter any suspects from the SHIELD agents in the tower. He didn't like how they had gotten in his tower and wanted them out as fast as possible.

"Frost!" Stark, Banner, Rogers and Carly flinch at the yell from down the hall.

The Soldier was clearly very unhappy. The remaining two spies watch the door carefully, shifting their bodies to intercept anything charging at it. Both had seen carnage left by the Soldier and neither wanted a repeat.

Carly gulps, he only ever calls her by her last name when on a dangerous mission and shits going down or when he is royally pissed off.

Carly clearly waited too long to move, looking between the door and the message on the screen FRIDAY was translating, knowing her time was going to be up soon she scanned the message again. There was no names but unless HYDRA had a major reshuffle of managerial staff Carly knew exactly who the message was going to in Europe.

"now!" The snarl came again and she scurries to the door. Best to stop him charging into the darkness of his mind anymore, then stand and ignore him long enough for him to get lost in it, she thought.

Rogers grab her wrist to stop her, she froze and looks back at him like he was crazy.

Barton has also move towards the door, blocking her path. He doesn't like people getting hurt if he can stop it and the Soldier was highly unpredictable with violence.

"wait," Rogers calls, scared for whatever or whoever she might face out in the hallway.

"If I wait he'll come looking, and whatever comes will not be your friend." Carly was trained by both the Winter Soldier, James Barnes and the mixture of both that he was now. Both had teach her valuables lessons.

"But he's not- he's dangerous, he's not thinking straight.-" the others knew how bloody violent the man in the other room was, some had suffered first and second hand.

"I know. I can handle him." Rogers and the others gave her a look to say they didn't believe her, " it's what he trained me for" which was true. Trained to fight, trained to protect. She was no where near as strong as Barnes but she was quicker, landing them on an more even playing field.

Carly twists out of Roger's grip, slips past Barton and disappears down the hall before anyone could stop her.

"Get the cameras up" Rogers orders Stark but Stark had already put them up to see the Soldier pacing angrily down the hall in one of the private offices, waiting for Carly to enter the room.

A dangerous beast waiting for pray.

-/-/-/-/

As Carly enters the darker room off to the side of the bright hall way slowly, the door click shut behind her and she is suddenly slammed against the wall with an arm across her neck. The shadow before her towers and crowds her easily, this was not the calmer James Barnes but the Soldier, full of hate and frustration. Carly knows the only reason he hasn't started breaking bones is because in some dark corner of his shattered mind he knows she is not a threat to him. Yet.

"Now telltale truth, what do you know." The soldier hisses quietly a breath away from her face, the mans cold blue/grey eyes twisted in anger and distrust.

"which part?" She gulped feeling the arm push against her throat.

The Soldier growled.

This is no time to be smart, Carly thinks to herself.

"The message is between a Hydra agent within this building or who has accent to the SHIELD mainframe and a Ms Emma Zabin, leader or rather co-leader of the European branch of Hydra. " Barnes vaguely recognised the name of the woman. The news that Hydra was already here was unpleasant and he tighten the fist on her neck and tried to calm himself, feeling the almost stead beat beneath his palm. "Most of the rest is true," she adds reluctantly "only she speaks of a daughter, who has been trained by you"she paused watching his reaction " and will become the next Asset, whether she will willing or will need to be wiped to complete the transaction." She try's to gulp "it's gets rather detailed about the ways they plan to upgrade her."

He relaxed his grip to think about who he had trained. Hundreds of faces pass his mind each one making him more and more angry. He paused looking at Carly's shadowy face and remembered the argument they had almost a year ago when they were pushing each other's limits hoping then other who break first. She had mention that her family had links to Hydra, a main reason for Fury's hatred and distrust of her. Another reason to place her with the Soldier. They could be linked together if things went south.

"What is your moms maiden name?" He asked her removing himself from her and taking a step back already knowing the answer but dreading the confirmation, and what it would mean.

Carly gave him a soft sad smile as she pushed herself closer to the wall, some how knowing the reaction from him would be one of violences but also n ending the wall to support her.

"Zabin." Bucky's mind became a blank page of rage. Hydra would never end and never leave him alone, and Carly, his delicate tough little bird, would become just another puppet for them, with her own mother pulling the strings. Parents were supposed to protect their children not offer them up to the slaughter and wipe the blood of the innocent on their hands.

Carly watches the Soldier break the room, barely noticing the cupboard that had fallen over the door way, blocking the opening.

She moved to stand in the middle of the room silently. Away from anything to be slammed into of for anything to be accidentally thrown at her.

The Sarge' had once told her in the early days when there trust was still new, that if he was ever in these moods to not draw attention to herself. A rule she only broke once to stop two SHIELD agents from becoming his targets. That was the only time he intentionally broke her bones, and the others in SHIELD learnt to stay clear of him completely.

She clenched her eyes shut at the suddenly dry burn that normally precedent tear, she let her head dip as she tried to calm her breathing as the knowledge of what she had read sank in.

She had seen the chair work. Many years ago and the nightmares of it still made her wake in a cold sweat, and her own mother was offering her up to it. The woman had always said she was a inconvenience. Something she never wanted, but her dear father had. Carly's father had not been Hydra. All he wanted was to help others, he had become chief of police in his later days before he died, never knowing that his wife was head of a criminal organisation.

Carly became aware of a dangerous silence in the room. Something that you did not want to happen when the Soldier was concern. She opened her eyes and saw two black boots and hot, harsh breath on her hair. The frighten child like motion in her mind said either run or to let him kill her, it would be better then letting Hydra take her. She didn't have the energy to fight him. Not now. But she waited, on edge as she knew he would only hate himself afterwards. She could let him, she needed to protect him. The lessons he had drilled into her about protecting Rogers and the others extended to him whether he liked it or not.

She waited for a blow or a push but it never came.

His human hand settled on the back of her head then slowly trailed down her neck and around her shoulder. He stepped forward letting her head rest against his broad chest, still with combat gear attached. His cool metal fingers reaching up to stroke the gap between shirt and hair on her neck. Carly reminds still, but she couldn't stop herself leaning ever so slightly into him.

A few moments later and Carly felt his head drop onto hers.

"You're my mission now. I won't let them have you." He muttered against her soft hair. Carly wanted to believe him, she really really did but she had grown up on the edge of Hydra and see it work. She had the marks Hydra leave burned into her. She let out a hitch of breath, pushing her smaller body into his battle harden one, letting her arms close around his chest.

The door bang against the fallen cupboard, sounding like a shot gun, but it had been doing it a while before Steve, Natasha and Tony burst through the door. Steve looked hard at the pair, so many emotions flickering though his eye it was hard to pick one.

FRIDAY had finished translating the text and the Avengers had watched the confrontation in the room. Barton was already in the air vents collecting a tranquilliser to knock Barns out if needed. Although he was quiet happy to shoot him in the leg.

"I'll inform Fury," Natasha's eyes flickered between the pair, resting a second more on Carly

"I'v got FRIDAY running through everyone." Tony growled watching Barnes and Carly like they are ticking time bombs that was seconds from exploding. The main people that FRIDAY had selected from the Avengers team with possible links to Hydra where Barnes and Carly. Barnes brain was like broken glass when dealing with Hydra but Carly had never spoken about her link to them. "Looks like you have some explaining to do, Frost." This was the first time Stark had ever used her name. Carly resided herself to having to inform the Avengers of her mother, of memories she had pushed back wanting them to disappear. She settled herself in for a long night.


	9. Chapter 9- Good Days

A/N Sorry for the wait, I've been busy at work, but here is a cute one for you...

-/-/-/-/

Like many people they are good days and bad days in the Avengers tower.

The bad days normally saw the punch bags and gym equipment taking a beating and the really bad days where no one left their rooms but the good days always out numbered the bad.

On good days movies were watched and laughter was free and easy and on the really good days James "Bucky" Barnes is normally found in one of the kitchen, cooking.

This is great for Carly as she is sure the Stark toaster is trying to kill her. It liked to shock her and burn her toast repeatedly. Stark had caught her cursing it rather violently and threatening to bash it with Thor's hammer. He still hadn't forgotten about the Bucky bear event and had whimpered at the memory.

Rogers has always loved Bucky's cooking, seeing him do it now reminding him of how things used to be, before the war, and just like then, Bucky made far too much and gave his old friend enough to feed all three of them.

"I've survived this long, beside that toaster has it in for me, I know it!" the woman shot a glare at the innocent looking silver object by the stove, the Stark logo shining on the side as the bread Barnes had put in pops up, completely perfect looking golden brown. This made the woman frown and sneer at the object.

"Sure it does, doll face." The dark haired man smirks and slightly rolls his eyes as he prods the contents of the pan on the electric hob with a fork, it sizzles and cracks and smells mouthwateringly delicious. A section of dark hair falling from the bun he tied it in to twist in front of his face, he brushes it back, with his silver fingers, behind his ear for the fourth time.

"It does!" she pouts at him as he puts down the fork and turns towards her, crossing his arms over his chest and leaning against cupboard with a fond smile. The woman was in jeans and a checked shirt, with the sleeves rolled up but the shirt was a little too big in places and her hair was freshly cut to curve around her chin instead of her shoulders. Barnes took time to really look at her while she curses at the current object of her hate. She was around Natasha hight but wasn't as curvy as the other woman yet she still had curves in the right kind of places, she worn only mascara today and to many she was average looking in beauty but to him she was a shining star among them.

"Your adorable" Barnes says watching her with a gentle expression. She had just changed out of her gym gear and was freshly showered, damp hair curved around her jaw and neck as she eyed the cooking contents with hunger.

Carly pauses as she open her mouth to argue back but stutters over her words and her cheeks tint to a rose shade, that's not what he normally says.

"You're just saying that because you got it to work." she grumbles with a small smile but leans up and kisses his cheek, in a soft gentle response, placing her hands on his waist to balance herself when she raises to her toes. The pair look tenderly at each other as his free arm curls around her waist. It had been a few weeks since the last raid on Hydra and the pair had a mutual understanding of their relationship of shorts.

They wouldn't force anything and they didn't need everyone knowing. Relationships beyond friendships were new to both of them and neither wanted the other to interfere with their opinions.

"True" he hums in agreement before ducking his head and slowly pressing his lips to hers. The pair kiss for a while until they hear talking from another room. They break apart and rest their foreheads together. Bucky lightly runs his thumb along Carly's cheek feeling the heat from her flesh against his own.

"Why do I smell burning?" Stark calls out loudly from down the hall. "...this isn't us!"

The couples eyes widen and Banes turns quickly back to the pan he was neglecting, managing to save most of it contends.

"Mini Frost I hope you are not being mean to my toaster again! Don't make me set Banner on you." Stark continued however Carly and Barnes clearly heard Banner mumble from the other room.

"Don't bring me into this."

"We have discussed this, Brucie. That line is not allowed to be your catchphrase….it should be-Yes Tony, let's do this crazy shit"

Carly raised her eyebrows at Barnes as he grins, clearly the scientists had already forgotten about them and had started to bicker again.

Ever since Banner hades come back he had Starks attention more then ever. Of course Stark had bitched and snapped at Banner for a good while until he managed to lock them both in the lab and refused to reopen the doors again until they hugged it out.

It had taken less then 2 minutes with Stark pouting at Banner to agree.


	10. Chapter 10- Holiday

A/N- Sorry, I'm going to be busy at work for a while so I'll update when I can.

-/-/-/-/-/

The Avengers and SHIELD had relocated for a few months to London in search for the hydra cells in Europe. So far every lead was coming up empty so there was very little for anyone to do.

SHIELD had deemed it safe enough and quiet enough to let the majority of the team stand down and relax so long as they kept their phones on. Carly had somehow managed to get the week off and was determine to go out on a proper holiday, - and if everyone just assumed that she was off visiting family, she wasn't going to correct them- somehow she had managed to convince Barnes that he also needs to get away from SHIELD. Barnes still isn't sure how she convinced him, one minute he was having his annual bitch off with Sam the next he was telling a puppy-eyed Steve he was going away for a week and yes he would be back so stop worrying and don't do anything stupid while he was gone. Steve had got missy-eyed and hugged him.

-/-/-/-/

Carly had somehow managed to get her hands on Stark and Banners latest invention of synthetic skin on a spay can. It wasn't perfect but it did relax Barnes a bit from seeing hated metal instead of skin on his arm so he didn't have to struggle covering his whole arm in cloth.

As they settled into tiny seats at the back of the busy plane, Barnes thought about how this was his first civilian flight in years. The sound of children crying and adults cursing the small seats and tiny leg room coupled with the sound of the engine engaging was almost to loud. He tensed, feeling the chair arm start to give under his covered metal hand. Carly glanced at his out the corner of her eye as the stewards bustled past back towards the ends of the plane ready for take off, she took his hand in hers and got a grateful but strained look in returned. As the g-force kicked in and the engine pitched loader she lead over and kissed him. Barnes paused in his panic at the warm pressure against his lips but soon got lost in it. When they broke apart the plane had even out but all he saw was Carly's big dark blue eyes looking up at him.

"You ok now?" She asks as the seatbelt sign was switched off and a ridiculous amount of people rush to the toilets at both ends of the plane. Barnes nods softly with a smile, normally he was the one kissing her first. He readjusted his hand in hers and tried to get comfortable in the chair while watching the clouds from the window. Maybe the next few hours won't be as bad as he imagined.

It was getting late once they had landed, and the pair collected their bags before Carly rented a car before the pair left the terminal for the car park and spent the next 5 minutes looking for the correct numbered car bay.

Carly had to press her lips together tightly to stop from laughing at Barnes face once they found it. His face was a cross between shock and distaste. He open the boot of the car and stare at the small space. He was sure if he took off his boots and put them in the car with his jacket it would be full. This time Carly didn't stop the laughter that erupted from her at his look.

"I've seen bigger handbags"he mutters eyeing the bright yellow object like he wishes he was dreaming. Carly snorts and tries to calm herself. Shoulders still shaking with silent laughter they struggle to fit both small suitcases in the car before shutting the door. "Did you pick this?" Barnes nods to the car, he wouldn't put it past her to torment him so but she shook her head.

"It's what they had left" she grins shimmering between the bright yellow Fiat 500 and the dark blue Renault beside it, which had parked far to close to let anyone in the Fiat. He watches her struggle to slid herself into the car and adjust her seat before turning the car on and searching for the lights. Barnes opens his side door and frowns at the seat.

"I'm not going to fit in this." He states bending down to look at her, arms resting on the roof of the car. Carly flashes him a grin and leans across to fiddle with something beneath his seat. The chair slides back giving another few inches and Barnes shoots her a glare.

"it's honestly all they had." She was looking far too amused Barnes thought. He rolled his eyes at the darkening sky before squeezing into the car. At least there was more room then on the plane he begrudgingly thought.

"How did I let you talk me into this?" He mutters buckling his seatbelt as Carly navigates out of the bay and out of the car park.

"I used your own charm against you." She shoots him a grin before focusing on the busy road.

About an hour later they pulled up to a medium sized villa surrounded by both tall walls and trees, giving the look of privacy. Around the villa was a small garden filled with flowering shrubs and trees and a tiled pathway around it. Around the back was a large pool with deck chairs and two outside table and chairs set all looking much more comfortable then the seats on the plane they had just taken. Barnes groans and massages the bottom of his back at remembering the small space and hard seats.

He muttered at the car as he slammed the boot shut and carried their bags to the door. Carly patted the car roof.

"He doesn't mean it Maggie, he's just not used to small cars." She cooed and locked the car and put in a code on the small box behind the wall just left of the gate to get the keys to the Villa.

"Maggie? You named it?" He calls to her

"I think Maggie is a good name." She called back struggling to see in the darkness, before clicking in the final digits and retrieving the keys. She unlocked the large heavy looking door and slips inside turning on the lights.

The floor was all tiles and the first room opened up into a large living room with three large windows that Carly knows will show the scattered mountain in daylight, there was a flat screen TV, three different sized sofas, a chair and a coffee table, the room to the right was a smaller kitchen area with a large wooden table taking the majority of the space and a door leading to the front side of the house and another smaller wooden table and chairs. Back inside was a small corridor that lead to a large bathroom, four bedrooms, two with their own ensuite bathrooms and another door to the back and the pool, around the corner was a large BBQ and a small cupboard filled with things for the pool.

Carly hummed happily and raided the large fridge for water to boil in the kettle and the cupboards for tea for her and coffee for Barnes, while he looks around and scouts for any dangers. After settling in and discussing the need to go out and shop for supplies tomorrow the pair go to bed in the two bedrooms with ensuite.

"Good night, Sarge "

"Night, kiddo" Barnes pressed a kiss to her hair before they disappear into their rooms. Yes they sometimes kiss and cuddle up to together but that's all they've done, both had decided not to push but let nature take its course. Both a little too damaged to jump into something to fast.

The next morning Carly had dressed in shorts and t-shirt and after much negotiations Barnes was also in shorts and a long sleeved jacket as the pair left the villa and went to the next town over, which was by the sea and a popular English tourist spot, with many shops and restaurants and bars. The pair ate a big breakfast before Barnes drags Carly to the shops to get the sun cream she had forgot to pack. The sky was clear and the heat was already raising as he took her hand and pulled her into a Spanish supermarket. After much deliberation Carly picks out two of the same lotions and they collect the rest of the shopping. Living out in the sticks meant not many shops and the pair didn't really want to have to go out everyday. Barnes again cursed the cars size as a few of the bags had to be put in the back seat instead of the boot.

Once everything was put away Carly changed her t-shirt for a bikini top, determined to at least get some type of a tan. She spayed on the lotion, readjusted her sunglasses and picked up the word search book she got at the airport.

She wasn't out long, when the lotion she got for Barnes was dropped into her lap. She looks up and finds he is out of the shirt but still in the shorts, Carly grins and moves her legs to ether side of the sun lounger allowing him to sit between them as she places the book down, paged titled D.I.Y with her pen as a maker. His metallic arm covered in a layer of the synthetic skin, it wasn't perfect but unless you looked closely you wouldn't notice. It didn't bother Carly but she knew Barnes struggles with it most days.

Carly smooths the lotion over his back and shoulders starting from right to left, knowing how twitchy he can get about his left side. While doing so she works out the tight knots and tension. As she finishes he groans and lays back resting against her shoulder as she wraps her arms around him.

"Relaxed yet?" She murmurs and he cups her hands and kisses them. He hums in a positive tone. She smiles and rest her face against his warm skin on his neck as he lets his right hand skim across her inside thigh. Carly squeaked and jerks away. Barnes raises an eyebrow and tries not to grin.

"Ticklish?" He half turn to her as she pushes him away.

"No" he gives her a look with a dangerous smirk under dark eyelashes. He skims his knuckles lightly over her thigh again feeling the muscles twitch underneath. Carly squirms and tries to move away but he takes hold of her knee before she could.

"Oh really" he chuckles, pulling gently at her knee and leaning over to kiss her mouth.

"James" she whines but smiles into the kiss, cupping her own hands around his neck and pulling him down to her. As Barnes puts his free hand on the sun lounger by Carly's head and suddenly the lounger flips. Sending the pair toppling towards the ground. The pair look at each other shock before bursting out with laughter.

\- /-/-/-/-/

It had been a few days of relaxing and the pair had been out to the local town for lunch when the sky opened. As the pair made it inside the villa they were completely drenched. They look up at each other and laugh both looking like they've jumped in the swimming pool fully clothed.

"I'm sure it's only supposed to rain a few days a year." Carly wheezes brushing rain water from her face. Barnes chuckle, locking the door and watches as Carly finds towels for them both. As she hands him a towel their hands touch and they pause. Barnes reaches out and brushes her hair from her face, curling it around her ear and letting his hand rest against her jaw. The air grows heavier as the storm outside echoes around the villa, rain lashing at the windows making it difficult to see anything out of them.

Carly shivers, unsure whether it is being caught in the rain or the intense look he is giving her.

"James" she uttered quietly, this was one of the few times she ever said his first name. Without thinking Barnes leads forward and kisses her more intently then ever before. The young woman grasps and drops the towels to take hold of his button down top.

The towels and the storm outside soon forgotten.

-/-/-/-/

Carly is doing another word search, sheltered from the midday sun under the canopy, with her feet on the apex of Bucky's thigh as he lays in front of her on a sun lounger while she sits in a comfortable chair. She believes he's been asleep for the past few hours as she got lost in her book.

"What are you searching for now?" he asks catching sight of the slight frown on her face, he moves his hands to gently rub her ankles.

"Quiver" she mutters glancing up in surprise at him, Bucky doesn't hide the smirk on his face and he let's his fingers graze up to the inside of her thighs, he leans over and brushes his lips in a biting kiss along the same place. Carly squirms and moans his name in a tone that says don't start. He hums and leans up and over her to bury his face in her neck.

"Such a sensitive little thing." he mutters into her skin, remembering all the delicate places he has found on her body. " what's the next one?" he ask, pressing his lips to her warm skin. Carly looks over his bare should to her book and stifles a laugh, 'of course' she thinks

" shaft" she chuckles.

"what kind of book is this?" he exclaims turning to grab the book from her hands and sliding between her knees to press his own shaft agains her. "Bow and arrow," he mutters the title of the page " no wonder Barton's always wants alone time with his." he mutters placing the book on the floor and turning back to the woman trapped beneath him with a cheeky grin. He pulls her onto the sun lounger so she is resting above him. Cool metal trails down the skin on her back and sides as he presses his lips to her cheek, jaw, neck and shoulders. She squirms in his grasp but pushes herself against him with a low chuckle.

.

-/-/-/-/

As they touched back down in Britain, in the early morning, feeling more relaxed then they had in years the pair noticed, as they stretched and walked down the stairs to the buses that would take them to the terminal, the slink blackbird jet parked in the airport. Both Carly and Barnes signed in unison. The holiday was definitely over.

They squished into the over crowded bus and filed through the passport control. Carly rubbed her tired eyes having gotten a few hours sleep on the plane, while Barnes yawned and kept an arm around the younger woman's shoulder as they stumbled along with the other passengers.

After collecting their bags the pair walked out to find Steve Rogers and Maria Hill standing with their arms crossed and a frown on their faces.

"you were supposed to be visiting family." Maria stated to Carly before turning to Barnes " how did you get out of the country?" The pair had straighten up despite there sleepiness.

"I never said anything about visiting Family, it ps not my fault your people assume things, and we are spy's. " Barnes looked out the corner of his eye at Carly, noting the warmth and gentleness she had was replaced with the colder wall she had gotten from training. Carly raised an delicate eyebrow as if daring the other woman to ague.

Maria visibly gritted her teeth and breathed hard through her noise.

"We leave at 0800." She turned and stalked away out of the terminal. There was a moment of tense silence as Rogers and Barnes stared at one another. Rogers had to admit his old friend looked more relaxed then he had seen him in a long time. He signed and nodded.

"Just don't run off like that again."

"We left clues."

"We did?"Barnes asks turning to Carly with a raised eyebrow. She nodded with a shrug.

"Knew they would freak. Used Starks credit card. Thought they would find it….eventually." Barnes just rolled his eyes and tugged her pass Rogers, ruffling his neatly style hair on the way passed. Rogers groaned and stomped after them.


	11. Chapter 11- Tomorrow Changes Everything

A/n Sorry, so sorry.

-/-/-/-/-/

The news from Europe was that the Nightmare drug was created in a place call Gotham City back in America by a Dr. Jonathan Crane and Hydra was helping fund the development of it. The arms being delivered into Hydra was brought and delivered by who they believe to be a General Garza although no record linked the man to Hydra, Carly would become very still at the mention of the man and leave the room as quickly as she could. This was a clear admission that she knew of him. It was during one of the many meeting she couldn't escape that the pieces were finally put together and the team looked for him another way.

"No money has been paid into any bank account in Garza name, no paperwork. Nothing linking this man to Hydra." Natasha reported. She knew in her gut that this man stank of Hydra and criminal intent but there was nothing legally linking the man. She glared around the table taking in her companions.

Barton was drinking coffee from the coffee jug and looking at the photograph of Garza with narrow eyes. He too knew this man had to be involved in the criminal underworld. He could smell it.

Stark was tapping away on his Stark Pad, occasionally muttering to himself. The man never shuts up.

Banner had taken off his glasses and was pinching the bridge of his nose against the oncoming headache he could feel. The Nightmare gas could be devastating if released, and he was already thinking of possible formulas to use as a antidote towards it, although he still needed the chemical make up of the gas to begin.

Rogers was frowning at the information as he sat beside Barnes. There had to be some way to link the Major and to stop Hydra before they destroyed everything.

"They must pay him somehow." He says

Barnes mirrored him although he glaring at the photograph trying to force his brain to recognise anything about the man. He gritted his teeth at the pain. He saw Carly shift and avoid looking directly at the man in the photograph, not for the first time. She knew something about him.

Carly didn't want to look at the major longer then she had to but she couldn't help the snort at the mention of payment.

"he isn't paid in money." Carly pauses as the others note that she might have more of an idea then their gathered intelligence. "He prefers girls"

"You're saying he is paid in women?" Barton said slowly, the horrors of the world still getting to him sometimes. The world was an ugly place.

"No, girls. As in eight to twelve year olds."Carly says,

The room became silent as the information sunk in, only Barton's muttering of "sick bastard" could be heard.

Natasha watched Carly carefully. Watched as she avoid any action with the major and how she held herself. How the younger woman leaned ever so slightly towards Barnes as he laid his arm across the back of her chair, careful not to touch her but to let her know he had her back.

Banner also watched the young woman remembering a conversation months ago where Carly had mentioned that although she was quite fond of the Doctor she was still more scared to him as a man then his alter ego, who she met only once for about three seconds.

Natasha phone bleeped, "Fury wants a meeting. Tomorrow 0700. The final results from Friday will be in and all cross reference checks will be completed. Tomorrow we take down Hydra." She paused long enough to look around the room, "I suggest we prepare." She stood and slipped from the room. The others followed after, filing out silently.

That night Carly stood by the large bedroom windows of Stark towers dressed only in a large over sized T-shirt and a pair of legging, she signs up towards the sky before looking over her shoulder with a small affectionate smirk at the man on the bed. He was fast asleep laying faced down spread eagle a crossed the bed, his finger tips of both hands dangling over the sides. Apart from the sheet covering him, Carly knew he was naked, his dark hair was already sleep rustled and Carly felt a swell in her chest at the sight.

Carly's phone lite up with a soft ting as it received a message. She glanced at the sleeping man before replying. She frowns slightly and shut her phone off before moving to negotiate the long arm on the side that had silently become hers.

The arm moves and curly around her waist pulling her towards the semi wake man as he kissed the back of her head. She turns and buries her head under his chin and curled her own arm around him.

"how'd you know it was me?" She murmured into his chest.

"Who else is going to crawl into my bed?" He muttered back, eyes closed in hopes sleep would retake him.

"Hm, I could get the receptionist from floor five to come in." Carly teases. Barnes groans and tighten his hold on her, intwining his legs with hers. Carly chuckles and snuggles against him.

Tomorrow everything would change.

The following morning, Carly was already up and dressed before she attempted to wake the man in the bed. She sat beside him simply gazing at the man as he slept. Years of being a blank faced weapon and only made him look more gentle and innocent in sleep.

He phone buzzes to signal that they had an hour to get ready and be down stairs for the meeting. She signed, not wanting to wake him.

"James," she called leaning over his shoulder slightly to catch a slight farrow of his brow before he rolled over suddenly and yanked her down onto the bed. Carly squeaks before letting letting out a chuckle. "J-am-es. Come on. We got to go." But Barnes wasn't listening. Having woken a while ago he pressed kisses to her neck and shoulder from where he pinned her to the bed. She reminded him of a time long ago, before the soldiers and when he wasn't Bucky or Barnes but just James. He kisses the side of her mouth.

"we have time." His voice ripples deeply from sleep, he aims for her mouth this time but she turns last second with a small grin.

"No, we don't have the time. We have less then an hour, and you take longer then that in the shower." This time he caught her lips with his own and kissed her deeply. Barnes smiles at the feel of her hands twisting in his hair. When they parted he briefly lays their foreheads together, before pulling back enough to see her clearly.

"If that was true, you wouldn't be pulling me to you." Carly blinks up at him to find her arms and legs have curved into that familiar frame of his. "I could half that time, you know, if I completed somethings out here." He have her a cheeky boyish grin before nipping at her jaw. Somethings were currently pressing its self against her upper thigh. Carly pushes down the grin that's tried to form and the heat on her cheeks. The man knew how to make her squire and blush. "Wat'ch say baby doll?" He rumpled deep in his chest as he let his plump lips skim the sensitivity skin covering her collarbone and looks up between dark eyelashes. –who could resist?- Carly bit her tongue and swallows hard.

Barnes teases the bare skin on her knee as he pushes up the skirt he's positive she must of poured herself into earlier.

"you have half an hour." The smirk on his face irritated her no end so she added "think you can do it, Old Man?" The outrage pout of his face made her bite her lip to stop from laughing.

Safe to say the pair were late for the meeting. Fury was not happy.

"now that everyone is here." Fury growled towards Barnes and Carly "the final reports have come in. I want you to round them up and bring them in. Alive, if you must, for questioning. Hydra's been one up on us too long. Hiding in plain sight. " Fury nodded to Agent Hill who hit a few buttons on her Stark pad. Images of a group of men the Avengers knew sprang to the screen. "Don't trust anybody until these guy are taken out, split up." And with a flicker of his leather jacket he was gone.

"We split up, take the tower. " Rogers stood taking charge. " Stark check the camera lets us know what floor they are on, stop them from realising what's going on until it's to late. Banner, find us somewhere to store these bastards and to keep them from calling for back up. Barton, you and Natasha start from the floor up, meet us at the the R&D lab. If your not trained in combat meet us there too, the rest of us start from the top of the tower pushing them towards the others."

The group slip and Carly, Barnes and Rogers split on the top few floors before Barnes and Rogers regrouped as they came upon John Hardwick Jr as he hurriedly sent a message from his office but before he could call down to his fellow comrade Rogers and Barnes stepped out.

The man visibly flinched at the sight of Barnes shadowy features.

"Hardwick" Rogers calls stepping into the mans path, Barnes beside him blocking the corridor . "Why am I not surprised you're part of Hydra."

Hardwick glared hard at them, pulling out and aiming his gun at Roger's, putting his finger on the trigger.

"Didn't think you would be, Rogers." The man pauses and shoots them a smug smile. " but I bet that was" he gestures with a nod behind the pair.

Barnes glanced over his shoulder to come face to face with the barrel of a gun. His gaze flickered up the owners arm to the face. He couldn't put into words how he felt. The sudden drop of his stomach made him feel sick, what was left of his heart was being crushed in the delicate hands of the person he had given it to.

Carly levels her gun at Barnes head, a blank empty look on her face, looking right through him like she doesn't even register that she knows him.


	12. Chapter 12- Betrayal

A/N I didn't mean to wait so long, I just needed to finish editing but work got in the way. I'm sorry.

-/-/-/-/-/-/

James Barnes couldn't breathe.

His chest feels tight, too tight. It hurts.

One of the few people he let in. One of the few that got under his skin and into his heart and she was ripping it out of his chest.

He didn't understand. Didn't want to understand.

How? Why?

 _Carly_.

She couldn't be…

How can she be….

Was she always….

No.

Not his little bird.

Not his girl.

Not like this.

They can't have her…

They did this to her...to them...

Not her...Please...

Anyone but her….

-/-/-/-/-/-/

Hardwick laughs, smugness covering every inch of his face as Carly moves around the front of the two men who trusted her, who became her family. Gun still raised and pointed at Barnes, finger on the trigger. She knew Rogers wouldn't react too violently while Barnes life was in danger, the same for Barnes with Rogers. They were a pair.

Hardwick shifts so he is closer to the pair, a little in front of Carly on her left, still pointing his gun at Rogers.

"Drop the shield" Hardwick commands, and Rogers does, unhooking it from his arm and let's it sink to the ground with a small thunk. He doesn't hide the betrayed look on this face or the shock and fury at the turn of events.

Of all the people he could have dreamed were Hydra agents, it had to be her. The one person who could break Bucky the most.

Had she really played all of them?

Was this her plan all along?

Does she know how much she has hurt Bucky? How she will hurt all of them because of this?

Does she even care?

"How did you do it? How do you convince him to let you in Frost?" Hardwick gleams at the two men talking back over his shoulder. He's won, he thinks. Control the female control the soldier.

"Most men are the same. Let them think they have you. Just like you, _Daddy_ " Carly replies slowly, barely moving at all, the hardness in her eyes giving way to disgust. "Sorry Rogers."

Rogers and Barnes both frown as she adjusts the aim of her gun and pulls the trigger in one smooth movement.

Splatters of Hardwick brain and skull exploded from his sweaty skin, covering the ground beside Rogers as he flinches out of the spray of blood as the body falls like a puppet with its strings cut.

The men watch as she kneels beside the body and retrieves his gun, then stands and hold it handle first to Barnes. A tense silence covering the whole corridor.

There was a harsh calculated coldness in her eyes that Barnes had never wanted to see in them. They were the eyes of death.

Barnes makes to reach for the weapon but at the last second grabs her throat instead of the gun. Squeezing the smooth warm flesh between his cold metal finger. Shocking numbness making way for white hot rage.

"Why should we trust you." Barnes hisses, using his human hand to hold her other wrist always from himself and Rogers. He was sure what was left of his heart had broke when she aimed that gun.

"If I were Hydra," she try's to choke out a gasp of breath but can't around his hold. "I would have let him kill Rogers, before taking him out." Barnes snarls bringing her close to his face, pulling her onto her toes. He could so easily just squeeze a little more, or perhaps snap the bone in her neck. She would be dead before hitting the ground.

"And me?" He grits his teeth hissing out of them and stares into those big blue eyes that only hours ago held such warmth and feeling behind them. Now they were cold and closed off to him, as if he was looking at someone else.

" _We'd_ be Hydra's bitch." She struggles to draw breath again but doesn't make and attempt to get out of his ironlike hold. " told yer, you can't break what's already broken, boss." Barnes releases her, shoving her back onto her feet and away from him. He couldn't trust her now. Not after what had just happened. All this time gone to waste. Everything ruined because of Hydra, because of her.

"They all think you're with them" Barnes growls at her, with a glare reserved only for Roger's enemies.

"They never asked and I never corrected them. I'm on your side, Sarge." She says quietly, Barnes hides the flinch at her use of nickname. "The others are contained in the main R&D lab. They have managed to hand cuff Dr. Banner and Nat together in hopes the Other Guy won't become angry, we don't have a lot of time. Are you ready, boss?" her voice was weak and croaky and the skin on her neck was already darkening to form the outline of his fingers. The men glances at each other before nodding and following her out. What choice did they have. She had the intel of who was Hydra and where they were. At best she had lied to Hydra and was with Rogers and Barnes, at worst, Rogers was preparing himself for the fact she might need to be taken out, he really hopes it doesn't come to that.

"How's that working?" Rogers asks watching her carefully out the corner of his eye. Had she betrayed them of hadn't she? He didn't like not knowing. Carly had slid into their hearts and then pulled a gun against them. He couldn't images what was going through his best friends head right now. He thought of Darcy, who had been out with Jane to get lunch. Were they back yet? Are they caught up in this? How would Darcy react when he told her, her best friend had turned a weapon on them? That she might have been playing them all along?

"Banner is trying very hard not to go green. For everyone's safety." She pause and looked up at the two men. "You do know if we go in there guns blazing the fire fight will get messy. Many may die." She adds quietly. Rogers gives a heavy sign, in someways the young woman reminds him of Natasha, but he knows sometimes you gotta to do what you gotta do. He doesn't like taking lives but when it's you or them, you don't have much choice. His heart grows heavier with then knowledge.

"I know" he sign deeply again. He won't let them take anyone else from them, especially not Bucky.

Barnes gives his own sign and glances back at the woman to see the vision of the young woman from this morning. Where she had curled up beside him with warm innocent features. She had never –to his knowledge- killed anyone. In fact she tried to avoid blood shed where she could. A small reminder of himself a long time ago.

"When this is over," Barnes growls leaning over her "we are having a _long_ talk." Carly gulps but nods. Hydra might be safer, She thinks, if she can survives this, Barnes will kill her.


	13. Chapter 13- Carly

A/N I'm sorry, I've been having internet problems so haven't been able to update. Enjoy.

-/-/-/-/

Carly strolled into the room like she had every right to be in it. Jason Ug stepped up to her. He was Hardwick second in command and had a genuine nasty attitude to everyone. He sneered at her as Barnes shoved Rogers into the room.

"Where's..."

"He fell behind" Carly did an excellent job ignoring the people who had become like family to her as they pressed against the glass wall of the make shift prison.

"Oh really?" Ug gave her and Barnes a suspicious look. "That means I'm in charge now. " he turned to Barnes "Soldier, put him with the others, if he resists. Kill him" Ug turned away dismissing the men. Before Barnes could move Carly snorted.

"You're forgetting, Ug." She waited until he turned to stare at her. "The Winter Soldier follows only one person, their handler."

Ug gave a good impression of blowing steam from his nose before he stormed into her space to glare down at her.

"And I suppose you are his handler, Frost" he hissed

"Of course. Do you think I wouldn't have some form of guarantee?"

Ug gripped her jacket and pulled her up on her toes so he could hiss in her face, small bits of spit sprayed onto her face as he spoke.

"Give me one good reason why not to slit your throat right now."

Carly glared up at him coldly, as she saw Barnes shift slightly in the corner of her eye. Rogers was knelt on the ground looking like a defeated man, with his head down and shoulder slumped.

"The Soldier will not be controlled by anyone else. Kill me and you will have a lose assets. I don't think head office would be too pleased about that, do you?"

Ug face contorted in angry before he pushed her away harshly.

"I am the leader here." Ug walked away from her talking more to the other two Hydra agents in the room then to Carly.

"No. I know how Hydra work, and now I'm in charge."

As Ug turned back to her, and reaching inside his jacket for his gun, Carly was faster. She had already start to pull her out of its holster before she finished speaking. The silence that filled the room after Ug fell was deafening.

She wasn't the Carly Frost they knew any more.

She looked dead into the face of the other Hydra agents. The cold blank look the Barnes detested with passion.

"Is that going to be a problem?" She asked the others. They shook their heads. "Where are the others? Go get them, we'll need them to transfer the prisoners." As the door closed behind then Carly physically relaxed before she turned to Barnes and Rogers. "We won't have long."

Rogers wiped the blood from his face and hurried to the glass door to open it for his friends.

Stark shot out the room and called for his suits while the others rushed to suit up again and call S.H.I.E.L.D for reinforcements.

Non of them spared Carly much of a passing glance, apart from Darcy who looked at her like she had no idea who she was anymore. Whoever the woman was that had just killed Ug with cold detachment wasn't the woman that had become her friend. Darcy wasn't naïve she knew S.H.I.E.L.D killed people she knew most of the people in the room had at one time or another but seeing it was different. With too many conflicting feeling in her head, Darcy turned her back on Carly.

-/-/-/-/

As the paperwork was finalised and the Avengers were reassigned to other problems. Barton and Natasha were sent off on separate spy missions, Banner had managed to go back to India, and Stark was recreating new suits. James Buchanan Barnes currently stood out side the Avengers building with the woman who was his trainee. His partner.

She was now a full S.H.I.E.l.D agent. Having earned her badge with the past undercover operation. Like Barton and Natasha, she had been reassigned and was leaving today. Her first true solo mission. Barnes didn't want her to go.

Carly had brushed the died blond hair behind her ear beneath her hood and watched him look like a sad, lost little puppy. She brushed her knuckles against the back of his hand softly. The pair hadn't returned to be lovers after the Hydra invasion but Carly still cared deeply for him. Even if he could never forgive her.

Barnes twisted his hand to be able to hold hers, still watching the street before them. Waiting for the car that would take her to her next destination.

"Boss?" She stepped closer to him, those big blue eyes implored him to look at her. Just once. Just one last time as she heard the car pull up at the curb between the rain.

"I'm not your boss anymore." Barnes saw her flinch from the corner of his eye and bit his tongue. It came out a lot more harsh then he meant it to. He squeezed her hand in silent apology.

"Sarge'?" She had her back to the car so didn't see as the driver load her suitcase and backpack. Barnes however did, he saw the cuddly toy he had gotten her over a year ago sticking out of it. He imaged that it was frowning at him for the way he was acting. He turned from the bear in disgust at himself and looked down at her.

Her face was wet with rain but her eyes were a light pink colour, her once vibrate red hair was now a soft blonde that was escaping her hood and clinging around her face. She was beautiful, but he thought she always was. Only now she matched what today's the media paints as beautiful.

"Carl's " he didn't know what he wanted to say or even if he could say anything. She smiled with that understand look that used to infuriate him. He settled for tugging her closer into a final embrace and kissed for forehead before resting his own head on hers. He felt her free hand curl around his waist and up his back.

Even after everything in the past month, she was still the closest person to him. Sure he had Steve, but Steve always looked at him expectedly like he was waiting for Bucky to remember something. Carly didn't have that look and he was greatful.

The driver gave a pointed cough and Barnes sent him a glare.

Carly pulled from his arms and he felt empty.

"I'll be seeing ya, sarge'." She gave him a weak smile with a fake Brooklyn accent, part of her new persona. "If you're ever in Gotham City look me up." She sounded almost exactly like he remembers the street kids talking back in the 30s and 40s, but then she did learn the accent from him and old movies.

Barnes snorted, he was sure she wasn't supposed to tell him that but he was glad she did. He would be checking the news in Gotham every night now to make sure she was ok.

"And what name should I search for, baby doll?" He sent her a weak smile of his own. Letting her know he would be alright and looking out for her, even when there were hundreds of miles away from one another.

"Harleen Quinzle. Doctor." She squeeze his fingers before letting go completely. He raised an eyebrow at the doctor part. She shrugged and tilted her head. "I had a lot of free time lately."

He silently wondered just what else he doesn't know about her.

The driver opened the car door and sent the pair a look. The atmosphere suddenly as down as the wet weather.

"I'll be seeing you around, Kid."

"Make sure you do, Boss." With a final look she stepped into the car, the door shutting with a loud thud.

Barnes watched it disappear into the New York traffic and the rain.

"Good bye Carly." He muttered sadly, pulling his jacket around him tightly as the air seemed colder now.

The pair were unaware that in the tower Tony Stark and Steve Rogers were having yet another augment, only this time it would end in a Civil War.

-/-/-/-/

Many years later, the civil war had ended with casualties on both sides including the near death of Captain America himself. An uneasy truth had been agreed as the newly reformed Avengers looked to head towards Gotham City and the street wars that had been taking place for the past four violent bloody years. The Avengers would be joining forces with a team named the Suicide Squad, a government made project trying to fight bad guys with bad guys.

-/-/-/


End file.
